Exhibit
10.15  AMENDMENT
NO. 1 TO LEASE   THIS AMENDMENT NO. 1 is made and entered into this 26th day of
February, 2002, by and between A&P FAMILY INVESTMENTS, a California general
partnership, as LANDLORD, and NEOMAGIC
CORPORATION, a Delaware corporation, as TENANT.  RECITALS   A.    WHEREAS, by Lease Agreement
dated October 9, 1997 Landlord leased to Tenant all of that certain 45,000+
square foot building located at 3250 Jay Street, Santa Clara, California, the
details of which are more particularly set forth in said October 9, 1997  Lease Agreement, and  B.    WHEREAS, said Lease was
amended by Letter Agreement dated June 8, 2001 whereby Landlord acknowledged
the change of Tenants state of incorporation from California to Delaware, and,  C.    WHEREAS, it is now the
desire of the parties hereto to amend the Lease by (i) extending the Term for
seven (7) years, changing the Termination Date from April 30, 2003 to April 30,
2010, (ii) amending the Basic Rent schedule and Aggregate Basic Rent
accordingly,  (iii) amending the
Management Fee charged to Tenant, (iv) amending Lease Paragraphs  12 (Taxes), and 19 (Assignment and
Subletting), (v) replacing Lease Paragraph 28 (Holding Over)  , and (vi) deleting Paragraphs 53 (Cross
Default) and 54 (Lease Terms Co-Terminous) of said Lease Agreement as
hereinafter set forth.  AGREEMENT   NOW THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, and in consideration of the hereinafter mutual promises, the
parties hereto do agree as follows:  1.     TERM OF LEASE:  It is agreed between the parties that the
Term of said Lease Agreement shall be extended for an additional seven (7) year
period, and the Lease Termination Date shall be changed from April 30, 2003 to
April 30, 2010.  2.     BASIC RENT FOR EXTENDED
TERM OF LEASE:  The monthly Basic
Rent for the Extended Term of Lease shall be as follows:  On May 1, 2003, the sum of SEVENTY-EIGHT THOUSAND SEVEN HUNDRED FIFTY
AND NO/100 DOLLARS ($78,750.00) shall be due, and a like sum due on the first
day of each month thereafter through and including April 1, 2004.  On May 1, 2004, the sum of EIGHTY-ONE THOUSAND AND NO/100 DOLLARS
($81,000.00) shall be due, and a like sum due on the first day of each month
thereafter through and including April 1, 2005.   
   On May 1, 2005, the sum of EIGHTY-THREE THOUSAND TWO HUNDRED FIFTY AND
NO/100 DOLLARS ($83,250.00) shall be due, and a like sum due on the first day
of each month thereafter through and including April 1, 2006.  On May 1, 2006, the sum
of EIGHTY-FIVE THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($85,500.00) shall be
due, and a like sum due on the first day of each month thereafter through and
including April 1, 2007.  On May 1, 2007, the sum of EIGHTY-SEVEN THOUSAND SEVEN HUNDRED FIFTY
AND NO/100 DOLLARS ($87,750.00) shall be due, and a like sum due on the first
day of each month thereafter through and including April 1, 2008.  On May 1, 2008, the sum of NINETY THOUSAND AND NO/100 DOLLARS
($90,000.00) shall be due, and a like sum due on the first day of each month
thereafter through and including April 1, 2009.   On May 1, 2009, the sum of NINETY-TWO THOUSAND TWO HUNDRED FIFTY AND
NO/100 DOLLARS ($92,250.00) shall be due, and a like sum due on the first day
of each month thereafter through and including April 1, 2010.  The Aggregate Basic Rent for the Lease shall be increased by
$7,182,000.00 or from $5,643,000.00 to $12,825,000.00.   3.     MANAGEMENT FEE:
Beginning May 1, 2003, Tenant shall pay to Landlord, in addition to the Basic
Rent and Additional Rent, a fixed monthly management fee (Management
Fee) equal to three percent (3%) of the Basic Rent due for each month
throughout the remaining Lease Term. 
Tenant shall remain liable for the five percent (5%) management fee previously
charged against Additional Rent, pursuant to Lease Paragraph 7 (Expenses of
Operation, Management, and Maintenance of the Common Areas of the Complex),
through April 30, 2003.  4.     TAXES:  Lease Paragraph 12 (Taxes) shall be
amended to include the following language:  The term Real Estate Taxes shall also include supplemental
taxes related to the period of Tenants Lease Term whenever levied, including
any such taxes that may be levied after the Lease Term has expired.   5.     ASSIGNMENT AND
SUBLETTING: Lease Paragraph 19 (Assignment and Subletting) shall be
amended to include the following language:  A.   Notwithstanding the
foregoing, Landlord and Tenant agree that it shall not be unreasonable for
Landlord to refuse to consent to a proposed assignment, sublease or other
transfer (Proposed Transfer) if the Premises or ant other portion of the
Property would become subject to additional or different Government
Requirements as a direct or indirect consequence of the Proposed Transfer
and/or the Proposed Transferees use and occupancy of the Premises and the
Property.  However, Landlord may, in its
sole discretion, consent to such a Proposed Transfer where Landlord is
indemnified by Tenant and (i) Subtenant or (ii) Assignee, in form   2 
   and substance satisfactory to Landlords counsel, by Tenant and/or the
Proposed Transferee from and against any and all costs, expenses, obligations
and liability arising out of the Proposed Transfer and/or the Proposed
Transferees use and occupancy of the Premises and the Property.   6.     HOLDING OVER:  Lease Paragraph 28 (Holding Over) shall be
deleted in its entirety and replaced with the following:  28.         HOLDING OVER. 
Any holding over by Tenant after expiration or other termination of the
Term of this Lease with the written consent of Landlord delivered to Tenant
shall not constitute a renewal or extension of the Lease or give Tenant any
rights in or to the Leased Premises except as expressly provided in this Lease.  Any holding over after the expiration or
other termination of the Term of this Lease, with the consent of Landlord,
shall be construed to be a tenancy from month to month, on the same terms and
conditions herein specified insofar as applicable except that the monthly Basic
Rent shall be increased to an amount equal to two hundred (200%) percent of the
monthly Basic Rent required during the last month of the Lease term; provided,
however, that the monthly Rent shall be prorated based on the actual number of
days in the month for any partial month of the holding over.Holding over conduct within
the meaning of the Lease and this Paragraph 28 shall also include: (i) the
failure by Tenant to surrender the Leased premises on the Lease Termination
Date in the physical condition described in Paragraphs 8 (Acceptance and
Surrender of Premises), 9 (Alterations and Additions) and 10 (Tenant
Maintenance) and/or any Consents to Modifications/Alterations (if any) for
which conduct Tenant shall be subject to the Hold Over Basic Rent under this Paragraph
until the Leased Premises is restored to the condition required under this
Lease or (ii) if Tenant is responsible for paying to Landlord the cost of the
restoration work in lieu of Tenant completing said restoration, Tenant shall be
liable to Landlord, at the Hold Over Basic Rent, for the estimated time it
would take to complete said restoration, regardless of whether or not Landlord
elects to make such restoration to the Leased Premises.  7.     DELETION OF INAPPLICABLE
PARAGRAPHS:  Landlord and Tenant
acknowledge that (i) Lease Paragraph 54 (Lease Terms Co-Terminous) is hereby
deleted in its entirety and shall be of no further force or effect and (ii)
effective June 1, 2003, Lease Paragraph 53 (Cross Default) shall be deleted
in its entirety and shall be of no further force or effect.  8.EXAMINATION OF
AMENDMENT:  This
Amendment No. 1 shall not be effective until its execution by both Landlord and
Tenant.  EXCEPT AS MODIFIED HEREIN, all other terms, covenants, and conditions
of said October 9, 1997  Lease Agreement
shall remain in full force and effect.   3 
   IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment
No. 1 to Lease as of the day and year last written below.   LANDLORD:
  
  TENANT:A&P
  FAMILY INVESTMENTS
  
  NEOMAGIC,
  INCa
  California general partnership
  
  a
  Delaware corporationBy
  
  
  ByJohn
  Arrillaga, Trusteeof the 
  RichardT. Peery 1976 Children Trusts,as General PartnerDate:
  
  
  Print
  or Type NameTitle:Date:   4